Corvex and Related ousted CommonWealth REIT's entire board

On February 26, 2013 Corvex and Related disclosed a joint 13D and open letters attacking CommonWealth REIT's board and its external manager RMR, demanding an end to a dilutive equity offering and proposing a $25-per-share buyout. The stock, which had fallen 12% on the offering announcement, jumped 54% on the challenge.

The fight played out in arbitration and court for most of 2013. In February 2014 the activists launched a consent solicitation; in March, holders of more than 81% of shares voted to remove the entire board, and in May a special meeting elected the activists' slate — led by Sam Zell and David Helfand — with about 85% of outstanding shares.

From 2007 to 2013 CommonWealth shares had fallen 68% while RMR management fees rose 40% — the statistic that defined the campaign. The new board renamed the company Equity Commonwealth in August 2014, with Helfand as CEO.

Shareholders removed the board (81% consent, March 2014), elected Zell's slate (85%), renamed the company Equity Commonwealth, and installed David Helfand as CEO.

The 13D exposed the RMR fee structure as misaligned with shareholders.

A dilutive equity offering days after the stake crossed 5% looked retaliatory.

Arbitration delays did not stop the eventual shareholder vote.

Zell's brand gave minority holders a credible alternative slate.

When an external manager's fees grow while the stock falls, activists can turn governance into the product: prove the conflict, win the vote, and the board itself becomes the restructuring.

Equity Commonwealth sold most of its office portfolio, returned cash to shareholders, and became a cleaner REIT under Helfand's leadership. The campaign became the template for REIT governance fights against external managers.